1. 1. Introduction
    1. 1.1 These Terms and Conditions (‘Terms’) explain how you may buy Products from our Site (or using our Order Form), when a Contract is formed, what action each of us may take if you are not satisfied with the Product or you fail to pay for it or there is a disagreement between us. You should read the Terms carefully before buying any Products. When buying any products or services you agree to be bound by these Terms and the documents referred to in them. If you do not agree with or accept any of these Terms you will not be allowed to buy any Products unless we agree (in writing) otherwise. If you have any questions about these Terms, please contact info@electrospinning.co.uk.
    2. 1.2 These Terms are only available in English. No other languages will apply to these Terms.
    3. 1.3 If you need any further information on the Contract or any orders you have placed with us, or if you have any specific requirements concerning the Products, please write to us at the following address: The Electrospinning Company Ltd., R104 Rutherford Appleton Laboratory, Harwell Oxford, OX11 0QX, United Kingdom, or email us at info@electrospinning.co.uk.
  2. 2. Definitions
    1. 2.1 In these Terms the following shall have the meaning set out in this Clause unless the context otherwise requires:
      1. ‘We’, ‘us’, ‘our’: Refers to The Electrospinning Company Ltd, its agents and employees.
      2. ‘You’, ‘your’: The Account Holder and/or the person completing the ordering process on behalf of the Account Holder, as the context requires.
      3. ‘Account Holder’: The business in whose name the account with us is held.
      4. ‘Contract’: Has the meaning given in clause 3.1.
      5. ‘Order Form’: The form available at www.electrospinning.co.uk/shop
      6. ‘Offer Period’: The period of time specified by us during which an order may be placed for Products supplied by us at the rates referred to in the relevant written quotation.
      7. ‘Products’: The products and services identified on this Site or in our catalogue (or other sales literature) and/or those we agree to supply to you in accordance with these Terms as the context requires.
      8. ‘This Site’: This website: www.electrospinning.co.uk and all associated web pages.
      9. ‘Terms’: The terms and conditions set out in this document, any Additional Terms and any Specific Terms.
  3. 3. Ordering Products
    1. 3.1 The steps required to create a Contract between you and us are as follows:
      1. a)  You place an order on the Site on behalf of the Account Holder by clicking on the ‘Buy’ button at the checkout or you send us a completed Order Form by post or email or you correspond with us, receive a formal quotation and respond unequivocally by placing an order or submitting a purchase order form within the Offer Period.
      2. b)  When your order is placed with us at the end of the online checkout process (or by post or email in the case of an Order Form or in response to a quotation during the Offer Period), we will email you to acknowledge receipt of your order. This order acknowledgement does not, however, mean that your order has been accepted by us.
      3. c)  We may send you an email to say that we do not accept your order. This is typically for the following reasons:
        1. i)  The Products are not available
        2. ii)  We cannot obtain authorisation of your payment
        3. iii)  You are not permitted to purchase products
        4. iv)  There has been an error by us on the pricing or the description of the products
        5. v)  The order has not been placed on behalf of a business/organization or the business/organization is incorrectly identified.
      4. d)  We will only accept your order when we send you an email that confirms this (‘Acceptance Email’). At this point, a legally binding contract will be in place between you and us (subject to these Terms) and at this point arrangements will be made to despatch the Products to you subject to compliance with any specified payment terms (‘Contract’). Where Products are to be delivered in instalments each delivery shall constitute a separate Contract.
    2. 3.2  By using this Site and placing an on-line order, or by submitting a completed Order Form to us, or by placing an order in response to a quotation from us, you are accepting these Terms as part of a legally binding agreement.
    3. 3.3  You are also agreeing to permit us to store and use information about you and your business which you have provided in accordance with our privacy policy.
    4. 3.4  When you order products (on-line or via an Order Form, following a quotation from us), Specific Terms or Additional Terms or both may apply as follows:
      1. a)  Certain products that we sell may have specific terms and conditions that apply to them which are set out on the relevant webpage, in our sales literature or in our correspondence with you (‘Specific Terms’). These Specific Terms may include (but shall not be limited to) limitations of use to in vitro applications.
      2. b)  We may also add to or replace these Terms and/or Specific Terms with additional terms and conditions (‘Additional Terms’). This may happen, for example, for security, legal or regulatory reasons. We will email you to let you know if we intend to do this. You may end the Contract at any time by giving written notice to us within 30 days of our notifying you that Additional Terms will apply to the Contract provided that you have not accepted delivery of the Products or used them within this period.
    5. 3.5  When placing an order, you should take care to ensure that all of the information that you provide to us is correct although we appreciate that from time to time errors might be made. Therefore, please ensure that you take enough time to read and check your order before submitting it to us. If you need to correct any on-line errors you can do so before submitting your order to us.
    6. 3.6  Occasionally typographical, clerical or other accidental errors or omissions occur in sales literature, catalogues, web pages, quotations, price lists, Acceptance Emails, invoices or other documents and we reserve the right to correct these as and when they arise without any liability on our part.
  4. 4.  Scope of our Service
    1. 4.1  Our on-line service is provided only to businesses and/or research organizations. By opening an account and placing an order with us you warrant that:
      1. a)  you have authority to do so on behalf of the Account Holder
      2. b)  the Products supplied to you will only be used for your internal business/research purposes and not offered or exploited by you for any other purpose, whether commercial or otherwise.
  5. 5.  Our Obligations
    1. 5.1  We will use our best endeavours to provide the following:
      1. a)  uninterrupted access to this Site and the services it provides
      2. b)  accurate updating of material and information as often as reasonably possible
      3. c)  protection of your privacy as stated in our privacy policy including the protection of personal and financial data and debit/credit card information.
    2. 5.2  Notwithstanding the above, we may need to substitute certain Products with alternative Products of equal or better standard and value. We will try to email you to let you know if we intend to do this but this may not always be possible. You may refuse to accept such substitutes, in which case we will offer you a refund or a replacement and will let you know how long such an offer remains open.
  6. 6.  Access to this Site
    1. 6.1  Although as stated above we shall use our best endeavours we do not warrant that (a) access to this Site and the services it provides will be uninterrupted or (b) material and information available on this Site will be accurate.
  7. 7.  Warranty
    1. 7.1  We warrant that the Products we provide will substantially correspond, at the time of delivery, with the description given on this Site or in our sales literature (as appropriate) and will be free from defects in material and workmanship, when subject to normal, proper and intended usage by properly trained personnel for the period of time set out in the Product documentation. If a period of time is not specified, the warranty period shall be sixty (60) days from the date of delivery for standard Products and thirty (30) days from the date of delivery for bespoke or customized Products (the ‘Warranty Period’). Please note that bespoke or customized Products may only be returned if the Products are defective. We shall repair or replace, at our option, defective Products during the Warranty Period provided that you (a) promptly notify us in writing on the discovery of any defect, which notice shall include details of the product model and serial number and details of the warranty claim and (b) obtain our authorization to return the Product to us ensuring that you have complied with any biohazard decontamination procedures that may be applicable to the Product.
    2. 7.2  In no circumstances will we be liable under this warranty for damage arising from (i) normal wear and tear, (ii) accident or disaster or event of force majeure, (iii) your misuse, fault or negligence, (iv) use of the Products by you in a manner for which they were not designed, (v) external causes such as, but not limited to, power failure or electrical power surges, (vi) improper storage or handling; (vii) use of the Products in combination with unauthorized equipment; or (viii) any installation, maintenance, repair, service or alterations made by any person other than us, or the use of any replacement parts not supplied by us.
    3. 7.3  The remedies under this warranty shall be your sole remedy in the event of a defective Product. We disclaim to the fullest extent permitted by law, all other warranties, terms or conditions relating to quality, fitness for purpose or condition, whether implied by common law or statute, or express.
  8. 8.  Delivery
    1. 8.1  The estimated date for delivery of the products will be set out in the Acceptance Email. If something happens which is outside of our control and which affects the estimated date of delivery, we will let you have a revised estimated date for delivery of the Products. The delivery date is approximate only and time for delivery shall not be of the essence unless previously agreed (in writing) otherwise with you. Unless you and we agree otherwise, if we cannot deliver your products within 15 days (excluding weekends) of estimated date provided in the Acceptance Email, we will email you to let you know and we will give you the option to cancel your order.
    2. 8.2  Delivery of the Products will take place when we deliver them to the address that you gave to us when you opened the account unless you have notified us in writing of a change of address. You will be responsible for the Products when delivery has taken place (including ensuring that you follow any instructions or manuals provided with the Products relating to storage conditions) and you will own the Products when we receive payment in full for it/them and any respective delivery charges. You will be deemed to have formally accepted the Products 24 hours after delivery or immediately prior to their use, whichever is the earlier in time. Thereafter you will not be entitled to reject the Products on the basis that they do not conform to those to be supplied under these Terms. If you fail to accept delivery of the Products or any part of them when delivered and/or fail to provide any instructions concerning delivery, the Products will be returned to us but you will remain liable for payment of them and for all costs we have incurred in arranging their delivery and return.
  9. 9.  Payment
    1. 9.1  You may pay for Products purchased on-line using paypal (if preferred) and any credit card and debit card method accepted by paypal. Alternatively, orders placed online or using our Order Form or via correspondence may be paid by direct bank transfer to the account identified in our sales invoice quoting the invoice number as your reference. All sales invoices must be paid within thirty (30) days of the invoice date.
    2. 9.2  We will do all that we reasonably can to ensure that all of the information which you provide to us when paying for the products is secure by using an encrypted secure payment mechanism but in the absence of negligence of our part we will not be liable for any loss that you may suffer if a third party gains unauthorised access to any information that you provide to us. Your credit card or debit card will only be charged when the products are dispatched. We reserve the right (exercisable at our discretion) to request part payment of the invoice before Products are dispatched.
    3. 9.3  The price of the products:
      1. a)  excludes VAT (which is added to UK orders as appropriate and all orders placed by organizations based within the EU unless we are supplied with a valid VAT registration number prior to the placing of the Order);
      2. b)  does not include the cost of delivering the products and insurance (which are as follows: £10 for orders to the UK, £20 for orders in Europe and £30 for orders in the rest of the world);
      3. c)  is quoted in pounds sterling (£)(GBP) or (€)(Euros) or ($)(USD);
      4. d)  excludes all local taxes and import or export duties for which you will be liable.
    4. 9.4  Continued use of this Site is dependent upon prompt payment by you of all sums due to us. In the event that payments are not made in full and/or on time we may suspend your account and exclude you from use of those parts of this Site which are not available to non-account holders.
  10. 10.  Limitations and Exclusions
    1. 10.1  Whilst we will endeavour at all times to comply with our legal and contractual obligations we do not accept liability for any loss suffered by you as a result of any delay, mistake, errors, omissions, unavailability, failed access, misrepresentation, misdescription, breach of contract, breach of duty or other act or omission (unless fraudulent) however made or caused which constitutes more than a refund of any sum paid for any goods or services the subject of a claim or the waiver of any sum contractually payable to us under these terms and conditions in respect of the services or goods the subject of the claim.
    2. 10.2  We do not accept liability for any consequential economic or other losses suffered by you whether resulting from misrepresentation, misdescription, breach of contract, breach of duty or other act or omission (unless fraudulent) however caused.
    3. 10.3  Nothing in these conditions shall limit the right of any party to seek to recover damages for personal injury or death occasioned by breach of contract or breach of duty by us, our employees or agents.
    4. 10.4  Each of the above exclusions or limitations shall be construed as a separate, and severable, provision of these terms and conditions.
  11. 11.  Cancellation of Contract
    1. 11.1  If you wish to cancel or terminate your Contract with us you must write to us immediately at the following address The Electrospinning Company Ltd., R104 Rutherford Appleton Laboratory, Harwell Oxford, OX110QX, United Kingdom. If the Contract is ended it will not affect our right to receive any money which you owe us under the Terms.
  12. 12.  Termination of Account
    1. 12.1  You may terminate or close your account on 30 days’ written notice to us, however any balance outstanding will become payable immediately on receipt of your notice.
    2. 12.2  We may terminate your account and your use of this Site if:
      1. a)  you fail to pay sums due to us promptly
      2. b)  you are in material breach of any of these Terms.
    3. 12.3  Any rights that have accrued to either party at the date of termination will remain enforceable after termination.
  13. 13.  Variations to these Terms
    1. 13.1  We may at any time:
      1. a)  vary the services and goods we provide
      2. b)  vary these Terms.

      We shall notify Account Holders of changes on this Site. Your continued use of this Site thereafter will constitute acceptance of them.

  14. 14.  Intellectual Property Rights
    1. 14.1  All intellectual property rights in the design and content of this Site and the Products offered on it including but not limited to copyright, trade marks, product names, logos, designs and get-up belong to us. You may only take copies of any part of this Site for the purpose of using this Site.
  15. 15.  Force majeure
    1. 15.1  We shall not have any liability for any delay, omission, failure or inadequate performance by us in relation to this Site or the supply of goods or services through it which is the result of circumstances beyond our reasonable control. Where we are so affected in our performance of our obligations under these terms and conditions we will notify you as soon as is reasonably possible.
    2. 15.2  Force majeure includes but is not limited to civil commotion, war and terrorist action, state action, industrial action whether lawful or otherwise, non-availability of raw materials, components and labour at commercially viable prices, unavoidable accident, fire, flood, earthquake, subsidence, epidemic and other natural or physical disasters.
  16. 16. Disputes
    1. 16.1  We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with the way we deal with any dispute and you want to take matters further you must refer the dispute to mediation before issuing legal proceedings. The mediation proceedings shall follow the rules and processes in place at the time and operated by the Centre for Effective Dispute Resolution (www.cedr.com).
  17. 17.  Law and Jurisdiction
    1. 17.1  These terms and conditions shall be governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the courts of England and Wales.
  18. 18.  Invalid Clauses
    1. 18.1  In the event that any of these Terms are found to be invalid or otherwise unenforceable then such term shall be regarded and construed as severable from the remaining terms and conditions so as not to affect the validity and enforceability of the remainder